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(Aircraft Lease MSN 42000181)



\*\*\_Change in Control\_\*\* shall, with respect to any Guarantor, mean: that any
Person or group of Persons (within the meaning of Section 13 or Section 14 of
the Securities Exchange Act of 1934, as amended) shall have acquired, directly
or indirectly, beneficial ownership (with the meaning of Rule 13d-3
promulgated by the SEC under said Act) of 30% or more of the outstanding
shares of equity securities of such Guarantor at the time entitled to vote for
election of directors (or equivalent governing body) of such Guarantor.



\*\*\_charter\_\*\* or \*\*\_chartering\_\*\* means the provision of on-demand commercial
air transportation in accordance with Part 135 of the FARs.



\*\*\_Claim\_\*\* shall have the meaning set forth in Section 8.1 hereof.



\*\*\_Closing Date\_\*\* shall have the meaning set forth in the preamble of the
Lease.



\*\*\_Closing Deliverables\_\*\* shall have the meaning set forth in Section 1 of
the Closing Terms Addendum.



\*\*\_Code\_\*\* shall have the meaning set forth in the Special Tax Indemnity
Rider.



\*\*\_Collateral\_\*\* shall have the meaning set forth in Section 11.3 hereof.



\*\*\_Consolidated Group\_\*\* shall have the meaning set forth in the Special Tax
Indemnity Rider.